Stockholder Communications with the Board
StockholdersOur Board provides a process for stockholders and other interested parties mayto communicate with any director, the entireour Board or any committee ofindividual Board member. Stockholders who wish to communicate with the Board by sending a lettercan write to the director, the Board or the committee, addressed toCompany’s Corporate Secretary at Lantronix, Inc., 48 Discovery, Suite 250, Irvine, California 92618, Attention: Corporate Secretary. Unless the letter is marked “confidential,” our Corporate Secretary will review the letter, categorize it and forward it to the appropriate person. Any stockholder communication marked “confidential”92618.
Communications will be logged as “received” and forwardeddistributed to the appropriate person without review.
Our Corporate Secretary will generally not forward communications that are unrelated to the duties and responsibilities of the Board, or a committee ofto individual directors as appropriate, depending on the facts and circumstances outlined in the communication. The Board has instructed the Corporate Secretary to review all correspondence and to determine, in his or her discretion, whether matters submitted are appropriate for Board consideration. In particular, the Board has directed that communications such as product or commercial inquiries or complaints, resumes and other job inquiries, surveys and general business solicitations or advertisements.advertisements should not be forwarded to the Board. In addition, material that is unduly hostile, threatening, illegal, patently offensive or similarly inappropriate or unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any director upon request.
Compensation of Non-Employee Directors
Directors who are also employees of the Company are not paid any fees or remuneration, as such, for their service on the Board or on any Board committee. In fiscal 2022,2023, we provided the annual compensation described below to directors who are not employees of the Company or any of our subsidiaries (“non-employee directors”).
Cash Compensation
Under our Non-Employee Director Compensation Policy as amended by the Board in September 2021,effective November 8, 2022, each non-employee director wasis entitled to receive the following cash compensation for board services, as applicable:
$36,00050,000 annual retainer for service as a Board member;
$20,00035,000 additional annual retainer for service as Chairman of the Board; and
$12,50015,000 additional annual retainer for service as Chair of the Audit Committee, $10,000 additional annual retainer for service as Chair of the Compensation Committee and $10,000 additional annual retainer for service as Chair of the Corporate Governance and Nominating Committee.
In AugustPrior to November 8, 2022, the Board approved an increase in the annual retainer for service as a Board member to $50,000, an increase inwas $36,000, the additional annual retainer for the Chairman of the Board to $35,000,was $20,000, and an increase in the additional annual retainer for the Chair of the Audit Committee to $15,000, in each case effective November 8, 2022.was $12,500.
Under the Non-Employee Director Compensation Policy, directors are not paid fees for service as members on any of our standing committees, apart from the Chair fees discussed above. Further, directors are not paid meeting fees, except that (1) each non-employee director will be paid a meeting fee of $1,000 for each Board meeting attended in person or by telephone in excess of 12 meetings during the fiscal year; and (2) each non-employee director will be paid a meeting fee of $1,000 for attending in person or by telephone each meeting of a standing committee of which he or she is a member in excess of 12 meetings per committee during the fiscal year.
Equity Award Program
In September 2021, the Board amendedUnder our Non-Employee Director Compensation Policy, to provide that each of the non-employee directors elected at our annual meeting of stockholders each year, effective as of the 2021 annual meeting, will receive an award of RSUs,restricted stock units (“RSUs”), with the number of RSUs for each grant to be determined by dividing $60,000a grant-date dollar value by the average of the closing prices of a share of our common stock for the last 30 trading days of the fiscal quarter preceding the fiscal quarter in which the grant is made. On November 8, 2022, the Board increased the grant date